Common use of Covenants of the Contributors Clause in Contracts

Covenants of the Contributors. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, each Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except (i) by the laws of descent or (ii) to a member of the Contributor’s immediate family or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interest; (b) Mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interest; (c) Cause the Contributed Entity or its Subsidiaries to file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (d) Authorize or consent to, permit or cause the Contributed Entity to take, any of the actions prohibited by the Formation Transaction Documentation.

Covenants of the Contributors. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owner to) conduct its businesses and operate and maintain the Property in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement Agreement, the Formation Transactions or the other applicable Formation Transaction Documentationagreements, each documents and instruments contemplated hereby or thereby (including for purposes hereof the Second City Contribution Agreement), no Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretionshall: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except its Ownership Interests; (i) by issue or authorize the laws issuance of descent any other securities in respect of, in lieu of or in substitution for any Ownership Interests or make any other changes to the equity capital structure of such Contributor or the Initial Property Owner, or (ii) to a member of the Contributor’s immediate family purchase, redeem or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interestotherwise acquire any Ownership Interests; (bc) Mortgageissue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of such Contributor or of the Initial Property Owner, the Property or other assets of the Contributor or the Initial Property Owner; (d) amend, modify or terminate any lease, contract or other instruments relating to the Property, except in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to the Property, except for Permitted Liens; (f) mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interestits Ownership Interests; (cg) Cause amend the Contributed Entity operating or its Subsidiaries partnership agreement of the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (h) materially alter the manner of keeping the Contributor’s or the Initial Property Owner’s books, accounts or records or the accounting practices therein reflected, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity the Contributor or any of its Subsidiaries Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax returnReturn; enter into any Tax tax allocation agreement, Tax tax sharing agreement, Tax tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (l) violate or knowingly cause or permit the Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; (m) approve or permit the Initial Property Owner hereunder and the “Initial Property Owners” as defined in the Second City Contribution Agreement to distribute cash to their limited partners or general partner in an aggregate amount exceeding $1,900,000 plus the amount of any capital contributions received by the Initial Property Owner after the date hereof; (n) approve or permit the Initial Property Owner to distribute any non-cash property to their limited partners or general partner; or (do) Authorize authorize, commit or consent to, permit or cause the Contributed Entity agree to take, take any of the actions prohibited by the Formation Transaction Documentationforegoing actions.

Covenants of the Contributors. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owners to) conduct its businesses and operate and maintain the Properties in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement Agreement, the Formation Transactions or the other applicable Formation Transaction Documentationagreements, each documents and instruments contemplated hereby or thereby (including for purposes hereof the Gibralt Contribution Agreement), no Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretionshall: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except its Ownership Interests; (i) by issue or authorize the laws issuance of descent any other securities in respect of, in lieu of or in substitution for any Ownership Interests or make any other changes to the equity capital structure of such Contributor or the Initial Property Owners, or (ii) to a member of the Contributor’s immediate family purchase, redeem or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interestotherwise acquire any Ownership Interests; (bc) Mortgageissue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of such Contributor or of the Initial Property Owners, the Properties or other assets of such Contributor or the Initial Property Owners; (d) amend, modify or terminate any lease, contract or other instruments relating to a Property, except in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens; (f) mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interestits Ownership Interests; (cg) Cause amend the Contributed Entity operating or its Subsidiaries partnership agreement of any Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (h) materially alter the manner of keeping such Contributor’s or the Initial Property Owners’ books, accounts or records or the accounting practices therein reflected, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owners or any intervening entities, except in connection with the Formation Transactions; (j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity Contributor or any of its Subsidiaries Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax returnReturn; enter into any Tax tax allocation agreement, Tax tax sharing agreement, Tax tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) terminate or amend any existing insurance policies affecting any Property that results in a material reduction in insurance coverage for such Property; (l) violate or knowingly cause or permit any Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; (m) approve or permit the Initial Property Owners and the “Initial Property Owner” as defined in the Gibralt Contribution Agreement to distribute cash to their limited partners or general partners in an aggregate amount exceeding $1,900,000 plus the amount of any capital contributions received by the Initial Property Owners after the date hereof; (n) approve or permit the Initial Property Owners to distribute any non-cash property to their limited partners or general partners; or (do) Authorize authorize, commit or consent to, permit or cause the Contributed Entity agree to take, take any of the actions prohibited by the Formation Transaction Documentationforegoing actions.

Covenants of the Contributors. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owners to) conduct its businesses and operate and maintain the Properties in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement Agreement, the Formation Transactions or the other applicable Formation Transaction Documentationagreements, each documents and instruments contemplated hereby or thereby (including for purposes hereof the Gibralt Contribution Agreement), no Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretionshall: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except its Ownership Interests; (i) by issue or authorize the laws issuance of descent any other securities in respect of, in lieu of or in substitution for any Ownership Interests or make any other changes to the equity capital structure of the Contributor or the Initial Property Owners, or (ii) to a member of the Contributor’s immediate family purchase, redeem or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interestotherwise acquire any Ownership Interests; (bc) Mortgageissue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of the Contributor or of the Initial Property Owners, the Properties or other assets of the Contributor or the Initial Property Owners; (d) amend, modify or terminate any lease, contract or other instruments relating to a Property, except in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens; (f) mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interestits Ownership Interests; (cg) Cause amend the Contributed Entity operating or its Subsidiaries partnership agreement of any Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (h) materially alter the manner of keeping the Contributor’s or the Initial Property Owners’ books, accounts or records or the accounting practices therein reflected, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owners or any intervening entities, except in connection with the Formation Transactions; (j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity the Contributor or any of its Subsidiaries Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax returnReturn; enter into any Tax tax allocation agreement, Tax tax sharing agreement, Tax tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) terminate or amend any existing insurance policies affecting any Property that results in a material reduction in insurance coverage for such Property; (l) violate or knowingly cause or permit any Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; or (dm) Authorize authorize, commit or consent to, permit or cause the Contributed Entity agree to take, take any of the actions prohibited by the Formation Transaction Documentationforegoing actions.

Covenants of the Contributors. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owner to) conduct its businesses and operate and maintain the Property in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement Agreement, the Formation Transactions or the other applicable Formation Transaction Documentationagreements, each documents and instruments contemplated hereby or thereby (including for purposes hereof the Gibralt Contribution Agreement), no Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretionshall: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except its Ownership Interests; (i) by issue or authorize the laws issuance of descent any other securities in respect of, in lieu of or in substitution for any Ownership Interests or make any other changes to the equity capital structure of the Contributor or the Initial Property Owner, or (ii) to a member of the Contributor’s immediate family purchase, redeem or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interestotherwise acquire any Ownership Interests; (bc) Mortgageissue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of the Contributor or of the Initial Property Owner, the Property or other assets of the Contributor or the Initial Property Owner; (d) amend, modify or terminate any lease, contract or other instruments relating to the Property, except in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to the Property, except for Permitted Liens; (f) mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interestits Ownership Interests; (cg) Cause amend the Contributed Entity operating or its Subsidiaries partnership agreement of the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (h) materially alter the manner of keeping the Contributor’s or the Initial Property Owner’s books, accounts or records or the accounting practices therein reflected, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity the Contributor or any of its Subsidiaries Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax returnReturn; enter into any Tax tax allocation agreement, Tax tax sharing agreement, Tax tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property; (l) violate or knowingly cause or permit the Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; or (dm) Authorize authorize, commit or consent to, permit or cause the Contributed Entity agree to take, take any of the actions prohibited by the Formation Transaction Documentationforegoing actions.

Covenants of the Contributors. During the period from the date hereof to the Closing Date (except as otherwise provided for or contemplated by this Agreement or in connection with the Formation Transactions), the Contributors shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of the Initial Property Owners to) conduct its businesses and operate and maintain the Properties in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement Agreement, the Formation Transactions or the other applicable Formation Transaction Documentationagreements, each documents and instruments contemplated hereby or thereby (including for purposes hereof the Gibralt Contribution Agreement), no Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretionshall: (a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except its Ownership Interests; (i) by issue or authorize the laws issuance of descent any other securities in respect of, in lieu of or in substitution for any Ownership Interests or make any other changes to the equity capital structure of such Contributor or the Initial Property Owners, or (ii) to a member of the Contributor’s immediate family purchase, redeem or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interestotherwise acquire any Ownership Interests; (bc) Mortgageissue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of such Contributor or of the Initial Property Owners, the Properties or other assets of such Contributor or the Initial Property Owners; (d) amend, modify or terminate any lease, contract or other instruments relating to a Property, except in the ordinary course of business consistent with past practice; (e) take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens; (f) mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interestits Ownership Interests; (cg) Cause amend the Contributed Entity operating or its Subsidiaries partnership agreement of any Initial Property Owner or any intervening entities, except in connection with the Formation Transactions; (h) materially alter the manner of keeping such Contributor’s or the Initial Property Owners’ books, accounts or records or the accounting practices therein reflected, except in connection with the Formation Transactions; (i) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Initial Property Owners or any intervening entities, except in connection with the Formation Transactions; (j) file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity Contributor or any of its Subsidiaries Initial Property Owner as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax returnReturn; enter into any Tax tax allocation agreement, Tax tax sharing agreement, Tax tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (k) terminate or amend any existing insurance policies affecting any Property that results in a material reduction in insurance coverage for such Property; (l) violate or knowingly cause or permit any Initial Property Owner to violate in any material respect, or fail to use commercially reasonable efforts to cure any material violation of, any applicable Laws; or (dm) Authorize approve or consent topermit the Initial Property Owners to distribute cash to their limited partners or general partners in an aggregate amount exceeding $1,900,000 plus the amount of any capital contributions received by the Initial Property Owners after the date hereof; (n) approve or permit the Initial Property Owners to distribute any non-cash property to their limited partners or general partners; or (o) authorize, permit commit or cause the Contributed Entity agree to take, take any of the actions prohibited by the Formation Transaction Documentationforegoing actions.